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aneeesbaememeeidiabeicemmiaiy ar uiimemamemmaneiic commas Case 1:09-cr-00581-WHP Document 605 _ Filed 03/18/13 Page 6 of 41 the Calphalon company to Newell. Parse was introduced to Peter Barnhart, Calphalon’s Executive Vice-President, Sara Jane Kasperzak, Dean Kasperzak, and other members of the Kasperzak family in 1998. Asaresult of the work that Parse was doing in helping the Calphalon stockholders dispose of their Newell shares, Parse became aware of the large taxable gains that the stockholders would receive. In a meeting at Parse’s office, Parse introduced Peter Barnhart to Paul Daugerdas (then an Altheimer & Gray partner) for the purpose of having Daugerdas pitch a J&G tax shelter to the Calphalon shareholders. Parse subsequently attended a meeting with Daugerdas, the Calphalon shareholders, and several attorneys from the law firm of Shumaker Loop & Kendrick. In that meeting and in Parse’s presence, as Dean Kasperzak testified at trial, Daugerdas opened with the red- flag statement that the information that he was about to provide was completely confidential and that the shareholders could not even share it with the shareholders’ own investment advisors or accountants. (Tr. 6243). Daugerdas then described the tax shelter which he said would result in the shareholders’ paying virtually no taxes on the gains. Kasperzak further testified, “We were told that the profit potential was very low and that going forward, should we choose to go forward, if we were questioned about the matter, that our intent was in fact to make a profit, but in order for this tax shelter to work, there had to be, in effect, a loss to balance off the gains from the stock sale.” (Tr. 6244). The urging by Daugerdas for the shareholders to make false statements about their intent is wholly inconsistent with good faith — all of which Parse witnessed. * The testimony of Erwin Mayer and other trial witnesses made clear that the expected short- term duration of the Treasury note transactions, combined with the lack of volatility of the specific Treasury notes chosen for the transactions, meant that the short sale was virtually certain to produce only a small loss or gain on this purported “investment.” 4 DOJ-OGR-00010209